Smart SPHERES is a prototype free-flying space robot based on the SPHERES platform. Smart SPHERES can be remotely operated by astronauts inside a spacecraft, or by mission controllers on the ground. We developed Smart SPHERES to perform a variety of intravehicular activities (IVA), such as operations inside the International Space Station (ISS). These IVA tasks include environmental monitoring surveys (radiation, sound levels, etc.), inventory, and mobile camera work. In this paper, we first discuss the motivation for free- flying space robots. We then describe the development of the Smart SPHERES prototype, including avionics, software, and data communications. Finally, we present results of initial flight tests on-board the ISS.